Truist Financial (TFC) Form 4 BB&T / Jimmy D Godwin ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Godwin Jimmy D

(Last) (First) (Middle)

PO BOX 1250

(Street)

WINSTON-SALEM NC 27102-1250

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BB&T CORP [ BBT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. Exec. Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2019		A		1,581(1)	A	$0.0000	14,169	D
Common Stock	02/26/2019		A		1,528(2)	A	$0.0000	15,697	D
Common Stock	02/26/2019		A		1,362(3)	A	$0.0000	17,059	D
Common Stock								156.756(4)	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 23, 2016, the reporting person was granted 4,742 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2017, 2018, and 2019. The performance criteria for 2019 were met, resulting in 1,581 restricted stock units being earned.

2. On February 21, 2017, the reporting person was granted 4,584 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2018, 2019, and 2020. The performance criteria for 2019 were met, resulting in 1,528 restricted stock units being earned.

3. On February 20, 2018, the reporting person was granted 4,089 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2019, 2020, and 2021. The performance criteria for 2019 were met, resulting in 1,362 restricted stock units being earned.

4. Includes 4.654 shares acquired between January 1, 2018 and December 31, 2018, under the Issuer's 401(k) plan. The information in this report is based on plan statements dated January 1, 2018 through December 31, 2018.

	Carla Brenwald, Attorney-in-fact	02/28/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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